Note: Not just looking for answers from other lawyers. This isn't really a legal question, and anyone with a boss who won't stand up for his own department is more than welcome to chime in.

I work in the legal department of a company with... well... let's just say "generalized competency problems." People seem to be promoted based more on seniority and personal relationships than anything to do with whether or not they can actually do their jobs. Both promotion and pay increases seem completely unrelated to any mental state attainable without the use of mind altering substances.

I was hired about eighteen months ago, along with another attorney, bringing the number of attorneys in the department up to five, not counting the VP, who is mostly busy outside the department. Of the three attorneys already here, one was hired two years ago and another three years ago. So the department has grown pretty quickly. The remaining attorney has been here for fifteen years, and when the VP realized that he needed someone to be in charge, that person was made the manager over the rest of us.

It was a logical decision in some ways. He's been here much longer than any of the rest of us and really knows how the company works (or doesn't, as the case may be).

The problem is that he seems completely and totally unable to stand up to anyone about anything. Doesn't matter how irrational or even illegal* the request from another department, he never holds the line. Even worse, when myself or one of my colleagues attempt to do so in the normal course of our duties, and someone in another department inevitably complains to him, he throws us under he bus, apologizing for us and unilaterally backing the department away from the position we've taken.

It's not just in inter-departmental relations either. If one of the attorneys thinks that the VP needs to be made aware of something, we aren't allowed to go directly to him, but anything filtered through proper channels, i.e. the boss, gets so watered down that any sense of seriousness or urgency is completely lost. None of us have any confidence that the advice we mean to give is actually making it up the chain.

This is getting to be a problem and is making it very, very difficult for me and the other attorneys in the department to do our jobs, as one of the main things that legal departments do is tell other departments that they're Doing It Wrong and how to do it right. But it doesn't matter how serious a compliance problem I or anyone else discovers: if anyone pushes back against my boss, whatever it is gets shelved.

Aside from finding another job (I am desperately sending out applications), how am I supposed to deal with this?

Other than sending periodic CYA memos to demonstrate that I did, in fact, give proper legal advice when we inevitably get our collective butts sued off. Lawyers aren't generally allowed to blow the whistle.

*Other than your run-of-the-mill petty nepotism, we aren't talking about ethical problems. I work in a regulated industry, and the regulations are a pain in the ass, so people--especially Marketing--don't like doing them. The only people who are going to suffer are the company and its employees.

"Boss - I feel like there's a bit of a disconnect on [this issue] lately and I wanted to get some clarification. My understanding was when we encountered [this issue] we were supposed to [perform this action.] When this happened recently with [this department,] you said [quote email here] instead of [what I thought should happen.] How do you want to handle [this issue] in the future? I'm a little worried that if we don't [your proposed action] we could face [negative ramifications.] I'm happy to meet with you on this when you have some time, if necessary. Thanks!"

Basically, you're calling him out in a way that makes him state his position explicitly, rather than letting him weasel out on a case-by-case basis. This should give you some protection (and if you meet in person, send the follow-up where you say, "Just making sure I got you - our policy is now to [x] when [y] happens. Right?") And yeah, find a new job.posted by restless_nomad at 11:46 AM on September 24, 2010 [1 favorite]

I was in a similar situation at my last job, and I never figured out how to deal with it. It was one of the major reasons I left that job. If I wanted ANYTHING done that required any input, approval, or action from someone outside of our unit, I had to go through my boss, who then went through her boss. And they were both extremely wimpy.

When I would hassle them about this, they would generally say that I just didn't understand the organization and that it would be foolish and destructive to stick our necks out about... well, pretty much anything, as far as I could tell.

And maybe they were right. Like your boss, my boss(es) had been at the organization much longer than I had. Maybe their paranoia was justified.

Regardless, either your boss is broken or the organization is. If this is really bothering you and/or destructive to your larger career, you probably need to start looking for a new job.posted by mskyle at 11:56 AM on September 24, 2010

I learned about the ineffective manager when I worked for [Large Multinational Software Company] which is still, to this day, the company with the most internal politics I have ever, ever seen. That was where I learned that your survival and your success there was not about your day to day work, but rather about your manager. If your manager protected you, went to the mat for you, stood up with you - you would walk through fire for him/her and as a result, it didn't much matter what you worked on.

Conversely, you could work on the coolest project in the world, but if your manager couldn't protect you from intra-division/department/team/group hijinks, you were miserable as fuck. There are some people out there who are just not good managers. Just because someone's a good engineer doesn't make them a good manager, but they become one, because that's the advancement path. Same with lawyers, I'd imagine - just because they're a good attorney doesn't mean they know how to play politics & manager a team well.

What restless_nomad suggests above is "managing your manager" and it's essential to your success anywhere. However, there are some managers that cannot be managed. I hate to say it, but it sounds to me, from what you shared with us above, that you have one of those. The things your boss does can't be managed by writing memos. Anyone who reacts to pressure from above by constantly throwing his or her team under the bus can't be taught to NOT do it. They do it as a survival mechanism because they don't know how to do anything else. They're frightened for their own position, they have so much work that they don't have time to have a good grasp on what the rest of you are doing (despite them changing the format of the status report 4x a year), they don't take the time to get to know and thereby trust their team.

Because of all of the above, they can't stand there and confidently say, "Hey, back off. My team worked on this issue for 147 hours and counting. It was grossly underestimated and we're cleaning up the mess that was made the first time it was underestimated and dumped on Bob's group. My team is doing the best that they can do. If that's not sufficient, then I'll be happy to let you take this trainwreck away from my group and give it to the THIRD team in 9 months and let's see if they get any results." Instead, they say "You're right; I don't have any excuse, Sue and John and Mark are just terrible workers, I've spoken to them about this many times."

Even if it IS your fault, your manager should never say that publicly. S/he should defend you publicly and then after the fact, behind closed doors, should be "What the fuck? Let's get this done in 48 hours, please" and then you will get it done because your manager just stood up for you.

So what do you do? Document everything in writing. Send the emails to your boss, who will ignore them and still blame you. But later when it blows up, you have a record of what you did, and hopefully that will save your ass. In the meantime, try to find someone else or somewhere else to work that has a less toxic culture.posted by micawber at 11:59 AM on September 24, 2010 [14 favorites]

As a lawyer, I would definitely be reviewing my bar's ethics standards if I felt my boss was asking me to give giving illegal advice. There's generally no Nuremberg defense ("I was just following orders") in professional responsibility rules. This may help you to define the problem and pick your battles.

Also, FWIW, lawyers can be whistleblowers in some jurisdictions: the Sarbanes-Oxley Act actually requires lawyers to blow the whistle on material securities violations.posted by yarly at 12:38 PM on September 24, 2010 [3 favorites]

restless_nomad has good suggestions for holding them to their commitments and getting them to explain to you what happened in individual situations. Also, since you know your boss will back down from doing anything strong, you should provide your boss with backup, softball requests to make. If you urgently want Marketing to stop doing XYZ, suggest to your boss that when Marketing claims they can't stop doing XYZ, s/he offers to write up protocols for doing XYZ (step 1: DON'T. step 2: if you really have to: DO SOMETHING ELSE) or asks for a meeting with him/her, you, and them to discuss how best to do XYZ. Basically, since you know your boss will ultimately give marketing what they want, figure out how the thing you want can be wrapped up in a package that appears to be giving marketing what they want.posted by salvia at 1:28 PM on September 24, 2010

figure out how the thing you want can be wrapped up in a package that appears to be giving marketing what they want

Obviously do this in a way that's not illegal or unethical, like I don't mean you should write a memo like "how to commit securities fraud" or "how to breach confidentiality laws" or whatever. More like "how to talk to your friends about the company's future," where you describe how to do that without committing insider trading (or whatever).posted by salvia at 1:31 PM on September 24, 2010 [1 favorite]

I'd advise staying non-confrontational with your manager. Personalities like this are operating in survival mode and are quick to take offense. Anyone who's that willing to throw you and your teammates under the bus probably shouldn't even be spoken to.

restless_nomad's email idea is solid. salvia's suggestion of writing up protocols is also smart, and possibly a win/win if you can pull it off.

Don't damage whatever relationship you have with your manager, in case you need a reference later. And good luck.posted by honkeoki at 1:36 PM on September 24, 2010

Document everything. Bypass your boss and go straight to his superior. If you get no love, go a step up. The "can't bypass management tier" is a ridiculous and unrealistic policy. Don't talk about anything you shouldnt talk about just talk about his weaknesses as a manager. You're looking to leave anyway, so you haven't got a lot to lose, and it might actually work out for you with the next guy up the chain. Your boss will give you a good reference regardless by the sounds of it.posted by doublehappy at 1:50 PM on September 24, 2010 [1 favorite]

It's not whistleblowing to speak to someone else within the organization you represent. Do not let this idiot put your license at risk.

There is certainly danger to this job if you go above your boss's head, but you are currently being asked to commit malpractice -- that is not a job you want to keep.

Does your bar association have an ethics line? They might have some ideas as to the appropriate person within your organization to address, or how to know when the situation has crossed the line.posted by freshwater at 3:40 PM on September 24, 2010 [1 favorite]

If these are legal decisions where he's exposing your employer to potential liability by having no backbone, just make sure to get super clear explicit documentation of all of those choices he's making so you have a paper trail while you look for a new job.posted by anildash at 7:39 PM on September 24, 2010

I know you asked for non-lawyers as well as lawyers, but let's not lose sight of the legal issues. As with any dysfunctional relationship, your first order of business should be to take care of yourself.

CYA with your boss and for posterity is good advice in any industry, but because of your ethical duties as a lawyer to your client (the company), your law license may be at risk.

In the jurisdictions in which I practice, I would have to pay very close attention to Rule 1.13 of the Rules of Professional Responsibility ("Organization as Client"), and in particular Rule 1.13(b) which discusses knowledge of conduct "related to the representation that is a violation of a legal obligation to the organization, or a violation of law which reasonably might be imputed to the organization, and is likely to result in substantial injury to the organization". My understanding of this issue is that the tricky part is defining "substantial injury to the organization" and that what, exactly, constitutes "substantial injury" CAN VARY GREATLY FROM JURSIDICTION TO JURISDICTION. (And of course, some jurisdictions might not have the equivalent of ABA Model Rule 1.13.)

Note also that Rule 1.13 invokes, in some circumstances "referring the matter to higher authority in the organization". (In my jurisdiction, the language is permissive -- "may include". I recall that some jurisdictions have a "must squeal" / "must withdraw" provision in the rules.)

OTOH, in my jurisdiction, I would take a little comfort in Rule 5.2(b), which provides, "A subordinate lawyer does not violate these Rules if that lawyer acts in accordance with a supervisory lawyer's reasonable resolution of an arguable question of professional duty." I would be nervous that how "arguable" your issues with your boss are (and how reasonable your boss was in backing down) might be fodder for the various disciplinary agencies, depending on how blatant the conduct actually winds up being considered.

In my field of practice, there is a very well-known case in which a judge sanctioned junior associates AND the partners in charge AND the client for various alleged discovery malfeasance. The sanctions were reversed after long litigation, which I suspect is scant comfort to the juniormost associate who, IIRC, is no longer practicing law.

Shifting gears. I know of a few first-year associates who found ethical violations around every corner. I guess you could compare it to med students who think they're coming down with every deadly disorder they've studied. Anonymous advice on the internet -- even from well-intentioned lawyers and non-lawyers -- cannot evaluate whether your concerns about your boss and the compliance problems you've idenfied merit escalation or otherwise. Sure you're in a regulated industry -- but are we talking about nominal non-compliance that's routinely ignored by the regulators, or a fine which might result in a material adverse impact on the company finances?

Another idea. Outside counsel makes a great scapegoat. If the regulatory issues are really that clear-cut, it may be relatively straightforward to get an opinion from outside counsel which would be a lot harder to ignore than your own (internal) assessment. Retained outside counsel may also, on an informal basis, be able to provide a sounding board for the reasonableness of your concerns (before you actually have to pay for a full-blown opinion letter).

OP, there's a whole bunch of issues raised in your post. In many respects, it's sounds a lot hairier than the hypotheticals I remember from my last (mandatory) ethics CLE (i.e., "Client tells Lawyer he's going to rob a bank; what are Lawyer's ethical duties to Client and to the orphans?"). Please please please, consult the rules in your own jurisdiction and consider contacting the bar ethics hotline for advice specific to your jurisdiction and situation.posted by QuantumMeruit at 7:50 PM on September 24, 2010 [1 favorite]

Unfortunately, you're going to have to depose your manager, because he's clueless, and that sort of cluelessness is permanent. (Someone who's been there 15 years should long ago have been a victim of the up or out policy.) Either white-ant him with your colleagues in unison (but this depends on your tact and social heft around the water cooler) or simply document all the boss's failings and then decisively go beyond him to his boss and wait for the reprisals. Till then, do your work well and send out those job apps.posted by kid A at 9:26 PM on September 24, 2010

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